Stock-Based Compensation

The Company's 2004 Second Amended and Restated Stock Option and Incentive Plan (the "Plan”) provides for awarding 15,200,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2014, a total of 2,607,425 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Options become exercisable in various percentages over periods ranging up to five years.

The cost of employee services received in exchange for awards of equity instruments are referred to as share-based payments and are based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for both new share-based awards and share-based awards granted prior to, but not yet vested, as of January 1, 2006. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees. Stock-based compensation totaled $53.3 million, $44.5 million, and $28.3 million for the years ended December 31, 2014, 2013, and 2012, respectively.

The income tax benefit related to stock-based compensation expense was $40.1 million, $15.6 million, and $6.4 million for the years ended December 31, 2014, 2013, and 2012, respectively. The Company has presented excess tax benefits related to stock-based compensation awards as a financing activity in the consolidated statements of cash flows.

Stock options

Expense related to stock options issued to eligible employees under the Plan is recognized over their vesting period on a straight- line basis. Stock options generally vest over five years and have contractual terms of ten years. All options outstanding at December 31, 2014 and December 31, 2013 were exercisable.



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)	Aggregate Intrinsic Value
						(in millions)
Options outstanding at December 31, 2013	162,404		$	8.90	3.3	$3.0
Granted	—		—
Exercised	(67,111	)	$	8.95
Cancelled	—		—
Options outstanding at December 31, 2014	95,293		$	8.86	3.1	$1.8

At December 31, 2014, there was no unrecognized compensation expense related to stock options. The intrinsic value of options exercised totaled $1.8 million, $4.4 million, and $6.6 million during the years ended December 31, 2014, 2013, and 2012, respectively.

Restricted stock

Restricted share awards consist of restricted stock, restricted stock units, and performance units. Restricted stock and restricted stock units generally vest for periods ranging from one to fifteen years from the date of grant. Certain restricted stock and restricted stock units vest in their entirety upon the employee's retirement from the Company, the employee's reaching the age of 65, or when the employee's age plus years of vested service equal 80. Restricted stock units issued to non-employee directors under the Plan vest on the grant date or on the first business day immediately preceding the next Annual Meeting of Stockholders and are released upon completion of the directors' service to the Company. Expense related to restricted stock and restricted stock units issued to eligible employees under the Plan is recognized ratably over the vesting period or to the date on which retirement eligibility is achieved, if shorter. Performance units are granted to employees based upon a target level, however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years.



	Number of Restricted Share Awards		Weighted Average Grant-Date Fair Value per Award
Restricted share awards outstanding at December 31, 2013	7,810,104		$	16.50
Granted	2,364,839		32.35
Vested	(2,625,396	)	16.09
Forfeited	(136,578	)	22.05
Restricted share awards outstanding at December 31, 2014	7,412,969		$	21.60

At December 31, 2014, unrecognized compensation expense related to restricted share awards totaled $104.8 million which will be recognized over a weighted average period of 4.0 years. The total vesting-date fair value of shares vested and released during the years ended December 31, 2014, 2013, and 2012 was $105.2 million, $29.9 million, and $16.9 million, respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2014, 2013, and 2012 was $32.35, $20.76, and $14.72 per share, respectively.